Good morning, and welcome to the RGC Resources Inc. Annual Meeting of Stockholders. I would now like to turn the conference over to John Williamson, Chairman of the Board. Please go ahead.
Thank you. Good morning, and welcome to the virtual annual shareholders meeting of RGC Resources Incorporated. I am John Williamson, Chairman of the Board, and I'm joined by Paul Nester, President and CEO, Tim Mulvaney, Chief Financial Officer and Treasurer, and Tommy Oliver, Senior Vice President and Corporate Secretary. Please note that this meeting is being recorded and will be made available for replay on the company's website. Consequently, we request no recording of this meeting via any mobile devices or other recording apparatus. We will conduct the business portion of the meeting first and answer questions at the end. That we may be unable to answer every question. We'll do our best to provide a response to as many as possible. Please note the designated field for questions on the web portal. Only validated shareholders may ask questions.
Your questions may be submitted to the portal at any time during the meeting. We ask that you include your name when submitting questions. I hereby officially call the meeting to order. I would note a draft copy of the minutes of the 2025 annual shareholder meeting is available on the portal. I will ask for approval of those minutes later in the meeting. Corrections to the minutes may be provided in the question field on the web portal, should you have any. The board of directors declared November 28, 2025, as the record date for determining shareholders entitled to vote at this meeting. The 2025 annual report and proxy statement, as well as a certified list of shareholders, is located on this portal and available for inspection. Chair hereby appoints Nick Bonka and Dreama Lovejoy as a Committee on Credentials.
The chair appoints Paul Snyder as Inspector of Elections. At this time, I'd like to recognize some folks, particularly our directors and nominees who are participating in this call. And they are, in alphabetical order: Nancy Howell Agee, CEO Emeritus and Director, Carilion Clinic, Director, Atlantic Union Bank. Jackie Archer, President, CEO, and Director, Blue Ridge Beverage Company, Director, Virginia Tech Foundation. Ab Boxley, President, Boxley Family LLC, Director, Pinnacle Financial Partners, Director, Carilion Clinic, Director, Insteel Industries, Incorporated. Joe Crawford, Retired Vice President and General Manager, Steel Dynamics, Roanoke Bar Division. Frank Russell Ellett, President and CEO, Excel Truck Group, Director, Atlantic Union Bank. Maryellen Goodlatte, Retired Attorney, law firm of Glenn, Feldmann, Darby, and Goodlatte. Rob Johnston, Executive Vice President, Chief Strategy Officer, The InterTech Group. Allen Layman, private investor, land developer, and retired chairman of nTelos.
Elizabeth McClanahan, CEO, Virginia Tech Foundation, Director, Carilion Clinic. Paul Nester, President and CEO, RGC Resources, Incorporated, and John Williamson, Chairman of the Board, RGC Resources, Incorporated, and Director, Bank of Botetourt. Before we move on with further introductions, I want to take a moment, and acknowledge the passing of Thomas L. Robertson, who was a member of the Roanoke Gas Company and RGC Resources Incorporated Board of Directors from 1986 to 2005. He was also a mentor of this chairman. He served on the audit committee for most of his years as a director. Mr. Robertson passed away in March 2025.
We'd like to recognize Deloitte & Touche LLP. John Sleiman, the company's 2025 audit engagement partner, is participating on this call. And of course, I would like to introduce and recognize Dr. Raymond Smoot, a prior member of the board of directors for 15 years. He is serving as our proxy today. You will hear from him later in the meeting. I'd like to receive the report of the Committee on Credentials.
Mr. Chairman, as of the Record Date, there were 10,350,531 shares outstanding. Of this total, 8,558,392 shares, or 82.68% of the shares were voted.
Thank you, Mr. Oliver. I hereby declare declaration of quorum, and the meeting opens for business. As mentioned earlier, the minutes of the shareholder meeting of January 27th, 2025, are on the portal. We have received no corrections or changes to the minutes of the annual meeting of January 27, 2025, so I hereby declare that they are approved as presented. I'd like to now present the matters to be voted on.... will provide shareholders an opportunity to comment on the proposals themselves after the proposals have been presented. Proxy proposal number one: nomination and election of Class B directors, and they are Jacqueline L. Archer, Frank Russell Ellett, Robert Johnston. These three directors were previously introduced. Proxy proposal number two: ratification of Deloitte & Touche as auditors for fiscal year 2026.
Proxy proposal 3: authorization of an additional 50,000 common shares of the company for issuance under the stock bonus plan over future years. Proxy proposal 4: non-binding advisory vote on executive compensation. If a shareholder would like to comment regarding a proposal or any proposal, please submit your comment through the web portal. I see none. We'll move on. Any shareholder who has not voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Shareholders who have sent in their proxy or voted via telephone or internet and do not wish to change their vote do not need to take any further action. I'll pause for a moment. Seeing no changes, I now declare the polls closed.
With respect to proposal one, the election of board nominees Jacqueline Archer, Frank Russell Ellett, and Rob Johnston. Dr. Smoot, please report the proxy.
For: 6,968,792. Withhold authority: 290,017. Total voted: 7,258,809.
Thank you, Dr. Smoot. Mr. Secretary, can you confirm the calculations of the proxy vote?
Yes, Mr. Excuse me. Yes, Mr. Chairman, they are confirmed.
Thank you. Class B directors are elected by the shareholders. With respect to proposal two, ratification of the appointment of Deloitte & Touche LLP as auditors for 2026. Dr. Smoot, please report the proxy.
For, 8,534,492. Against, 19,687. Abstain, 4,213. Total voted, 8,558,392.
Thank you, Dr. Smoot. Mr. Secretary, can you confirm that calculation?
Yes, sir, they are confirmed.
Thank you. The shareholders have ratified the appointment of Deloitte & Touche LLP. With respect to proposal three, authorization of an additional 50,000 shares common, 50,000 common shares of the company for issuance under the stock bonus plan. Dr. Smoot, please report the proxy.
For, 7,100,740. Against, 125,436. Abstain, 32,633. Total voted, 7,258,809.
Thank you, Dr. Smoot. Mr. Secretary, can you confirm the calculation of the proxy vote?
Yes, sir, they are confirmed.
Thank you. The shareholders have authorized an additional 50,000 common shares for issuance under the stock bonus plan over the coming years. With respect to Proposal 4, a non-binding shareholder advisory vote of approval on executive compensation. Dr. Smoot, please report the proxy.
For, 7,119,486. Against, 98,873. Abstain, 40,450. Total voted, 7,258,809.
Thank you, Dr. Smoot. Mr. Secretary, can you confirm the calculations of the proxy vote?
Yes, sir, they are confirmed.
Thank you. The shareholders have approved a non-binding endorsement of executive officer compensation. We do have a couple of things under other matters today. They are resolutions of appreciation for two retiring directors, as of today. I would like to read those into the minutes, so that they are official, and I will ask for approval of them individually at the conclusion of reading. The first is for Nancy Howell Agee. Whereas Mrs. Nancy Howell Agee has served as a member of the Roanoke Gas Company board of directors and the RGC Resources Incorporated board of directors since 2005. And where Mrs. Agee chaired the Board's Compensation Committee from 2023 to 2025, and has served on the board's Governance and Nominating Committee. And whereas Mrs.
Agee has provided the board of directors and management of RGC Resources with sage advice and insightful inquiry. And whereas the efforts of Mrs. Agee have added value for the shareholders of RGC Resources, and whereas the members of the board of directors and management will certainly feel the absence of Mrs. Agee upon her retirement from the board. Now, therefore, it be resolved that the RGC Resources Incorporated shareholders do hereby express their appreciation for the 20 years of dedicated service and acknowledge the contributions of Mrs. Agee during her tenure as a member of the board of directors. And be it further resolved that the shareholders of RGC Resources Incorporated do hereby wish Mrs. Agee a long, prosperous and healthy retirement. Dr. Smoot, please report the proxy.
I vote all proxies for the resolution honoring Mrs. Agee.
Wonderful. Thank you, Dr. Smoot. We'd also like to recognize the service of retiring director J. Allen Layman. Whereas J. Allen Layman has served as a member of the Roanoke Gas Company board of directors since 1991, and the RGC Resources Incorporated board of directors since 1999, its founding. And whereas Mr. Layman served on the board's Compensation Committee, Governance and Nominating Committee, and the Audit Committee. And whereas Mr. Layman has provided the board of directors and management of RGC Resources with sage advice and insightful inquiry. And whereas the efforts of Mr. Layman have added value for the shareholders of RGC Resources, and whereas the members of the board of directors and management will certainly feel the absence of Mr. Layman upon his retirement from the board.
Now, therefore, be it resolved that the RGC Resources Incorporated shareholders do hereby express their appreciation for over 34 years of dedicated service and acknowledge the contributions of Mr. Layman during his tenure as a member of the board of directors. Be it further resolved that the shareholders of RGC Resources Incorporated do hereby wish Mr. Layman a long, prosperous, and healthy retirement. Dr. Smoot, please report the proxy.
I vote all proxies for the resolution honoring Mr. Layman.
Thank you, Dr. Smoot. This concludes the business of the annual shareholder meeting of RGC Resources Incorporated. The business meeting of the annual shareholders meeting is now adjourned. The company encourages you to participate in its upcoming earnings call, scheduled for Tuesday, February the 10th. This call will review the first quarter results, provide an outlook for fiscal year 2026, as well as other pertinent business updates. A link and dial-in information are provided on the company's website on the Investor and Financial Information page. We'll now consider shareholder questions or comments. Please note, we'll attempt to answer as many questions as possible, but only questions that are relevant to the meeting will be addressed. Well, I see no questions on the portal. Thank you for your attendance and continued support of RGC Resources Incorporated. This concludes the meeting.
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.